SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
01 March, 2004
BT Group plc
(Translation of registrant's name into English)
BT Centre
81 Newgate Street
London
EC1A 7AJ
England
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F..X... Form 40-F.....
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes ..... No ..X..
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- ________
Enclosures: 1. Offer Document Posted announcement made on 9 February 2004
2. Director Shareholding announcement made on 16 February 2004
3. Technical interest adjustment announcement made on
16 February 2004
4. dividend re-investment announcement made on 16 February 2004
5. BT - NHS contract win announcement made on 19 February 2004
6. Broadband milestone for BT announcement made on
20 February 2004
Enclosure 1
BT GROUP PLC
OFFER FOR TRANSCOMM PLC
Not for release, publication or distribution in or into the USA, Canada or
Japan.
FOR IMMEDIATE RELEASE
9 February 2004
British Telecommunications plc
Recommended Cash Offer
for
Transcomm plc ("Transcomm")
In connection with the announcement made on 23 January 2004 that agreement had
been reached on the terms of a recommended cash offer to be made by British
Telecommunications plc, a wholly owned subsidiary of BT Group plc ("BT"), to
acquire the entire issued and to be issued share capital of Transcomm, BT
announces that the Offer Document and Form of Acceptance relating to the Offer
were posted to Transcomm Shareholders on 7 February 2004.
The Offer will be open for acceptances until 3.00 p.m. on 1 March 2004. Certain
terms used in this announcement are defined in the Offer Document.
Enquiries:
BT
Mike Bartlett, BT Newsroom 07753 949108
Jon Carter, BT Retail Press Office 020 7356 4523
PricewaterhouseCoopers, which is authorised and regulated in the United Kingdom
by the Financial Services Authority for designated investment business, is
acting exclusively for BT Group plc and British Telecommunications plc and for
no one else in relation to the Offer and will not be responsible to anyone other
than BT Group plc and British Telecommunications plc for providing the
protections afforded to clients of PricewaterhouseCoopers or for giving advice
in relation to the Offer or any other matter referred to in this document.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without limitation,
electronic mail, facsimile transmission, telex or telephone) or interstate or
foreign commerce of, or any facilities of a national securities exchange of, the
USA, or in or into Canada or Japan, and, subject to certain exceptions, the
Offer will not be capable of acceptance by any such use, means or
instrumentality or facilities or from or within the USA, Canada or Japan.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise forwarded, transmitted, distributed or sent in, into or from the
USA, Canada or Japan. Doing so may render invalid any purported acceptance of
the Offer. Any person (including, without limitation, nominees, trustees or
custodians) who are overseas persons or who would, or otherwise intend to,
forward this announcement to any jurisdiction outside the United Kingdom or to
overseas persons should seek appropriate professional advice before taking any
action.
Enclosure 2
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
1) Name of company
BT Group plc
2) Name of Director
Paul Reynolds
3) Please state whether notification indicates that it is in respect of holding
of the shareholder name in 2 above or in respect of a non-beneficial interest or
in the case of an individual holder if it is a holding of that person's spouse
or children under the age of 18 or in respect of a non-beneficial interest.
Director in 2) above
4) Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)
Halifax Corporate Trustees Limited (as Trustee of the BT Group Employee Share
Investment Plan).
5) Please state whether notification relates to a person(s) connected with the
Director named in 2 above and identify the connected person(s)
n/a
6) Please state the nature of the transaction. For PEP transactions please
indicated whether general/single co PEP and if discretionary/non discretionary
Monthly purchase of shares under the terms of the BT Group Employee Share
Investment Plan.
7) Number of shares/amount of stock acquired:
Purchase of 71 shares at 176p per share.
8) Percentage of issued class
n/a
9) Number of shares/amount of stock disposed
n/a
10) Percentage of issued class
n/a
11) Class of security
Ordinary shares of 5p each
12) Price per share
176p
13)Date of transaction
13 February 2004
14) Date Company informed
16 February 2004
15) Total holding following this notification
Paul Reynolds:
1. 46,755 ordinary shares - personal holding;
2. 151,407 ordinary shares under BT Incentive Share Plan - contingent award;
3. 154,013 shares under BT Group Deferred Bonus Plan;
4. 11,824 shares under BT Executive Share Plan - contingent award;
5. Options over 4,555 shares under BT Group Employee Sharesave Scheme;
6. Options over 1,457,124 shares under BT Group Global Share Option Plan.
16) Total percentage holding of issued class following this notification
n/a
If a director has been granted options by the company please complete the
following boxes
17) Date of grant
n/a
18) Period during which or date on which exercisable
n/a
19) Total amount paid (if any) for grant of the option
n/a
20) Description of shares or debentures involved: class, number
n/a
21) Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise
n/a
22) Total number of shares or debentures over which options held following
this notification
n/a
23) Any additional information
The above named Director has a technical interest, as at 16 February 2004 under
Schedule 13 of the Companies Act as follows:
- A technical interest, together with all employees of BT Group plc in
103,050 Ordinary Shares held by the Trustee of the BT Group Employee Share
Investment Plan, Halifax Corporate Trustees Limited;
- A technical interest, together with all employees of BT Group plc in
30,488,150 Ordinary Shares held by Ilford Trustees (Jersey) Limited in
respect of contingent awards under executive share plans;
24) Name of contact and telephone number for queries
Graeme Wheatley, 020 7356 6372
25) Name of signature or authorised company official responsible for making this
notification
Graeme Wheatley
Date of Notification: 16 February 2004
Enclosure 3
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
1) Name of company
BT Group plc
2) Name of Director
Sir Christopher Bland
Ben Verwaayen
Ian Livingston
Pierre Danon
Andy Green
Paul Reynolds
3) Please state whether notification indicates that it is in respect of holding
of the shareholder name in 2 above or in respect of a non-beneficial interest or
in the case of an individual holder if it is a holding of that person's spouse
or children under the age of 18 or in respect of a non-beneficial interest.
Adjustment in technical interest of the above directors
4) Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)
Halifax Corporate Trustees Ltd
5) Please state whether notification relates to a person(s) connected with the
Director named in 2 above and identify the connected person(s)
n/a
6) Please state the nature of the transaction. For PEP transactions please
indicated whether general/single company PEP and if discretionary/non
discretionary
Adjustment in technical interest of the above directors
7) Number of shares/amount of stock acquired:
Recovery of 13,267 BT Group shares by Halifax Corporate Trustees Limited as
Trustee of the BT Group Employee Share Investment Plan from awards made to
non-eligible individuals.
8) Percentage of issued class
n/a
9) Number of shares/amount of stock disposed
n/a
10) Percentage of issued class
n/a
11) Class of security
Ordinary shares of 5p each
12) Price per share
n/a
13) Date of transaction
13 February 2004
14) Date Company informed
16 February 2004
15) Total holding following this notification
n/a
16) Total percentage holding of issued class following this notification
n/a
If a director has been granted options by the company please complete the
following details (17 - 22)
17) Date of grant
n/a
18) Period during which or date on which exercisable
n/a
19) Total amount paid (if any) for grant of the option
n/a
20) Description of shares or debentures involved: class, number
n/a
21) Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise
n/a
22) Total number of shares or debentures over which options held
following this notification
No change
23) Any additional information
The above named Directors have technical interests, as at 16 February 2004 under
Schedule 13 of the Companies Act as follows:
- A technical interest, together with all employees of BT Group plc in
116,819 Ordinary Shares held by the Trustee of the BT Group Employee Share
Investment Plan, Halifax Corporate Trustees Limited;
- A technical interest, together with all employees of BT Group plc in
30,488,150 Ordinary Shares held by Ilford Trustees (Jersey) Limited in
respect of contingent awards under executive share plans;
24) Name of contact and telephone number for queries
Graeme Wheatley 020 7356 6372
25) Name of signature or authorised company official responsible for making this
notification
Graeme Wheatley
Date of Notification: 16 February 2004
Enclosure 4
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
1) Name of company
BT Group plc
2) Name of Director
Sir Christopher Bland
Ben Verwaayen
Ian Livingston
Pierre Danon
Andy Green
Paul Reynolds
3) Please state whether notification indicates that it is in respect of holding
of the shareholder name in 2 above or in respect of a non-beneficial interest or
in the case of an individual holder if it is a holding of that person's spouse
or children under the age of 18 or in respect of a non-beneficial interest.
Directors in 2) above
4) Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)
Ilford Trustee (Jersey) Limited
5) Please state whether notification relates to a person(s) connected with the
Director named in 2 above and identify the connected person(s)
n/a
6) Please state the nature of the transaction. For PEP transactions please
indicated whether general/single co PEP and if discretionary/non discretionary
Investment of interim dividends and payments equivalent to the interim dividend
on shares held in trust under BT Executive Share Plan, BT Deferred Bonus Plan,
BT Incentive Share Plan, BT Group Retention Share Plan and BT Group Deferred
Bonus Plan.
Awards of shares as dividend equivalents to shares held in trust over which the
above Directors have a conditional interest;
Technical interest adjustments to shares held in trust following the above
re-investment and award.
7) Number of shares/amount of stock acquired:
All shares are held in the name of Ilford Trustee (Jersey) Limited:
Sir Christopher Bland -
BT Incentive Share Plan: 5,878 shares
BT Group Retention Share Plan: 5,073 shares
Ben Verwaayen -
BT Retention Share Plan: 14,768 shares
BT Group Deferred Bonus Plan: 9,281 shares
Ian Livingston -
BT Group Retention Share Plan: 8,305 shares
BT Group Deferred Bonus Plan: 1,562 shares
Pierre Danon -
BT Deferred Bonus Plan: 339 shares
BT Incentive Share Plan: 3,306 shares
BT Group Deferred Bonus Plan: 2,965 shares
Andy Green -
BT Executive Share Plan: 588 shares
BT Incentive Share Plan: 3,306 shares
BT Deferred Bonus Plan: 687 shares
BT Group Deferred Bonus Plan: 2,353 shares
Paul Reynolds -
BT Executive Share Plan: 175 shares
BT Incentive Share Plan: 2,733 shares
BT Deferred Bonus Plan: 499 shares
BT Group Deferred Bonus Plan: 2,175 shares
8) Percentage of issued class
n/a
9) Number of shares/amount of stock disposed
n/a
10) Percentage of issued class
n/a
11) Class of security
Ordinary shares of 5p each
12) Price per share
177.25p
13) Date of transaction
13 February 2004
14) Date Company informed
16 February 2004
14) Total holding following this notification
Sir Christopher Bland
Personal holding: 674,062
BT Incentive Share Plan: 331,488
BT Group Retention Share Plan: 286,100
BT Group Legacy Option Plan: options over 314,244 shares
Ben Verwaayen
Personal holding: 387,876
BT Group Deferred Bonus Plan: 523,421
BT Group Retention Share Plan: 832,869
BT Group Global Share Option Plan: options over 3,671,083 shares
Ian Livingston
Personal holding: 209,637
BT Group Deferred Bonus Plan: 88,088
BT Group Retention Share Plan: 468,355
BT Group Global Share Option Plan: options over 1,639,272 shares
BT Group Employee Sharesave Scheme: options over 7,290 shares
Pierre Danon:
Personal holding: 93,508
BT Incentive Share Plan : 186,460
BT Deferred Bonus Plan: 23,054
BT Group Deferred Bonus Plan: 167,217
BT Group Global Share Option Plan: options over 1,639,272.
Andy Green
Personal holding: 92,351
BT Executive Share Plan: 40,032
BT Incentive Share Plan : 186,460
BT Deferred Bonus Plan: 46,723
BT Group Deferred Bonus Plan: 132,734
BT Group Global Share Option Plan: options over 1,548,198
BT Group Employee Sharesave Scheme: options over 2,905 shares.
Paul Reynolds
Personal holding: 46,755
BT Executive Share Plan: 11,999
BT Incentive Share Plan : 154,140
BT Deferred Bonus Plan: 33,934
BT Group Deferred Bonus Plan: 122,753
BT Group Global Share Option Plan: options over 1,457,124
BT Group Employee Sharesave Scheme: options over 4,555 shares.
16) Total percentage holding of issued class following this notification
n/a
If a director has been granted options by the company please complete the
following boxes
17) Date of grant
n/a
18) Period during which or date on which exercisable
n/a
19) Total amount paid (if any) for grant of the option
n/a
20) Description of shares or debentures involved: class, number
n/a
21) Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise
n/a
22) Total number of shares or debentures over which options held following
this notification
n/a
23) Any additional information
The above named Directors have a technical interest, as at 16 February 2004
under Schedule 13 of the Companies Act as follows:
- A technical interest, together with all employees of BT Group plc in
116,819 Ordinary Shares held by the Trustee, Halifax Corporate Trustees
Limited;
- A technical interest, together with all employees of BT Group plc in
30,601,543 Ordinary Shares held by Ilford Trustees (Jersey) Limited in
respect of contingent awards under executive share plans;
24) Name of contact and telephone number for queries
Graeme Wheatley, 020 7356 6372
25) Name of signature or authorised company official responsible for making this
notification
Graeme Wheatley
Date of Notification: 16 February 2004
Enclosure 5
February 19, 2004
BT TO DEVELOP NEW NATIONAL NETWORK FOR THE NHS
BT welcomed the announcement by the Department of Health that it had been
awarded the leading role in a 7 year contract, worth an estimated GBP530m to
procure, integrate and manage networking services for the New National Network
for the NHS.
The innovative, integrated network, known as the New National Network, will
provide the infrastructure foundations for the NHS National Programme for IT
across England. BT will source network connections from a range of network
providers who have competed on price and value, and will be responsible for the
end-to-end integration of the network and the overall service it provides.
The infrastructure will deliver the vital NHS Care Records Service to clinicians
and medical practitioners, connecting the Local Service Provider (LSP) regional
IT networks into one standardised system, which will benefit both patients and
medical staff.
Using high-speed broadband connectivity, the New National Network will support
the one of the largest intranets in Europe, catering for the huge data flow
within the NHS. It will not only save costs, but the compatibility of the
systems will deliver efficiencies to directly benefit patients.
Ben Verwaayen, BT's Chief Executive Officer, said:
"This win is further evidence of the changing face of BT. Binding together a
network of this scale is a big challenge, but network integration is one of the
things we do well and our successful management of the existing NHSnet has
already shown that we can deliver. Our aim is to provide world class networking
services to the NHS. We will deliver the network by co-ordinating a strong
alliance of technology providers.".
The increased bandwidth will open up a host of new opportunities to the 18,000
NHS sites in England. GP surgeries, primary care trusts and hospitals will
benefit from faster, secure access and the ability to share and view large data
files, patient records, video links and visual materials, such as x-rays. This
will enable greater co-operation between different parts of the NHS and faster,
more efficient patient treatment. For example, patients can receive the
convenience of local specialist advice and treatment instead of the
inconvenience of travelling a distance to specialist centres. The highest
quality images and video examinations can be sent to specialists who conduct the
diagnosis remotely.
The network will also be designed for future expansion, so that over time other
healthcare professionals, including dentists, pharmacists, opticians and social
services, will be able to access the network.
- ends -
For more information, please contact:
the BT Newsroom on its 24-hour number, tel: 020 7356 5369
Barry Murphy, BT Syntegra, tel: 01252 777243, or mobile: 07802 234645
Notes to editors
A BT-led group of network providers will deliver the New National Network. BT
will provide end-to-end integration and service management and procure network
connectivity and other services from the other providers.
BT is playing a major role in GBP5 billion national programme to modernise the
NHS IT systems. It was awarded the ten year London Local Service Provider
contract worth up to GBP996 million last December and a GBP620 million ten-year
contract for the national patient record database. The contracts were won by a
300 strong bid team led by BT Syntegra and including BT Retail, BT Wholesale
and BT Global Services.
London Local Service Provider: As the local service provider for London, BT will
design, deliver and operate integrated local patient record applications and
systems for the whole of the London care community through BT Syntegra, its
systems integration subsidiary. It will work with a number of companies with
world class experience in the development, deployment and operation of
healthcare systems. BT has yet to announce which firms it is working with.
National patient record database: The national patient record database will hold
electronic summary patient records. These secure records will be shared
nationally with clinicians and medical practitioners dependent on their
authority. Patients will no longer be required to repeat information about their
medical history at different stages of the care process. By ensuring that the
right information about a patient is in the right place at the right time, the
solution will help the NHS extract great value from its investments and deliver
a better service. Working in association with BT on the project will be Oracle,
Sun Microsystems and LogicaCMG.
BT
BT Group plc is the listed holding company for an integrated group of businesses
providing voice, data and video services in the UK and elsewhere in Europe.
British Telecommunications plc, a wholly-owned subsidiary of BT Group, holds
virtually all businesses and assets of the BT group.
BT is one of Europe's leading providers of telecommunications services. Its
principal activities include local, national and international
telecommunications services, higher-value broadband and internet products and
services, and IT solutions.
In the UK, BT serves over 20 million business and residential customers with
more than 29 million exchange lines, as well as providing network services to
other licensed operators.
BT consists principally of three lines of business:
BT Retail, serving businesses and residential customers and including BT
Openworld, one of the UK's leading ISPs.
BT Wholesale, providing network services and solutions within the UK, including
ADSL, conveyance, transit, bulk delivery of private circuits, frame relay and
ISDN connections.
BT Global Services, BT's managed services and solutions provider, serving
multi-site organisations worldwide. Its core target market is the top 10,000
global multi-site organisations with European operations.
There are a number of other businesses within the BT group, including BT Exact,
an internationally renowned centre of excellence in IT and networking
technologies. It is also BT's technology and research and development business.
In the year ended 31 March 2003, BT's turnover was GBP18,727m. with profit
before taxation of GBP1,829m.
For more information, visit www.bt.com.
Enclosure 6
NR0413 February 20, 2004
BT HITS FURTHER BROADBAND MILESTONE
BT today announced it had passed its target of two million wholesale broadband
connections just two months into the calendar year for which it was set. The
latest million connections have come in little more than eight months.
Ben Verwaayen, BT chief executive said: "The phenomenal growth we are now seeing
in the broadband market is excellent news for the whole economy, and for the UK
broadband industry in general. Over the next few years we will all have to
continue to work hard to maintain this momentum, but I have no doubt that this
is absolutely achievable. "
More than 700,000 people have signed up with BT's world leading registration
scheme since it was set up in July 2002. It has helped match investment to
demand and has enabled BT to roll out broadband at a much faster pace than would
otherwise have been possible. More than 85 per cent of UK homes and businesses
are now connected to broadband enabled exchanges and the figure is expected to
reach 90 per cent by the summer. Currently customers connected to 2,345
exchanges can get broadband and more than 800 are in the process of being
upgraded, including those in partnerships.
The past eighteen months have seen BT put broadband at the heart of its strategy
with several significant developments:
- two major wholesale broadband price cuts helping to make UK retail prices
among the best value in Europe
- a registration scheme to extend broadband to areas where there is proven
demand
- introduction of BT Broadband, a high speed direct internet access product
- the first delivery in Europe of a broadband content and applications
partnership, with Yahoo!
- trigger levels set that could bring broadband within reach of more than
99 per cent of UK homes by next year
- regional partnerships to stimulate demand and extend broadband
availability.
Broadband Facts
- The UK is the most competitive broadband market in the world. There are
more than 150 ADSL providers - and cable companies have about a 40 per cent
market share
- Broadband in the UK costs only the equivalent of nine SMS text messages
(or less than half a pint of beer) a day
- BT's registration and trigger scheme - to identify where demand is
strongest - is working, with more than 1,000 exchanges enabled so far - and
other countries are now beginning similar schemes
- BT has worked with more than 600 local action groups to stimulate demand
for broadband and reach their local trigger levels. 700,000 customers have
now registered their interest in broadband and more than one million
leaflets have been distributed to promote the scheme and boost demand.
- BT is pushing to make broadband available as widely as possible through,
for example, a number of partnerships with regional and local stakeholders
to deliver ADSL broadband or to increase take-up.
- BT was considered the most innovative telecommunications company in the
EU in its approach to delivering rural broadband by the Yankee Group
- In the time you took to read these broadband facts, another 10 people
have signed up for broadband in the UK
Inquiries about this news release should be made to the BT Group Newsroom on its
24-hour number: 020 7356 5369. From outside the UK, dial + 44 20 7356 5369. All
BT Group news releases can be accessed at our web site:
www.btplc.com/mediacentre
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
BT Group PLC
(Registrant)
By: /s/ Patricia Day
--------------------
Patricia Day, Assistant Secretary. Head of Shareholder Services
Date 01 March, 2004